Triggs v. Jones

• Decision Date: 08 June 1891
• Citation: 48 N.W. 1113,46 Minn. 277
• Parties: TRIGGS v JONES ET AL.
• Court: Minnesota Supreme Court

46 Minn. 277

48 N.W. 1113

TRIGGSvJONES ET AL.

Supreme Court of Minnesota.

June 8, 1891.

(Syllabus by the Court.)

1. The plaintiff alleged that he intrusted to defendant J. a deed to defendant C., with instructions to deliver it only upon fulfillment of certain conditions; that J. delivered it wrongfully, and contrary to the instructions; that C. subsequently conveyed to defendant G., who had notice of the foregoing facts. The relief prayed for was that the deeds be canceled, and that G. be compelled to reconvey, and for other and further relief. J. appeared and answered. The court refused to grant any relief against G., on the ground that he was an innocent purchaser for value, and that plaintiff had negligently delayed, after knowledge of the fact, to disaffirm the act of J. in delivering the deed, but gave judgment against J. for damages. Held, that this relief was “consistent with the case made by the complaint, and was embraced within the issue.”

2. Also, that the proper measure of damages against J. was the value of the property at the date of the delivery of the deed, with interest from that date to the time of the trial.

3. Where evidence is objected to as incompetent for certain specified reasons, the objection is to be deemed limited to the grounds specified, and will not cover others not specified.

4. The entire legal title being in the plaintiff, he could maintain the action in his own name, although other parties had some equitable interest in the property with him.

5. While the rule is that, by a ratification of an unauthorized act, the principal absolves the agent from all responsibility for loss or damage growing out of the unauthorized transaction, yet mere passive inaction or silence, after knowledge of the fact, which might amount, in favor of third parties, to an implied ratification of the unauthorized act, would not necessarily amount to ratification in favor of the agent, so as to absolve him from liability to his principal.

6. A mere effort on part of the principal, after knowledge of the unauthorized act of the agent, to avoid loss thereby, will not amount to a ratification, so as to relieve the agent from liability.

Appeal from district court, St. Louis county; ENSIGN, Judge.

Tear & Davies and Flandrau, Squires & Cutcheon, for appellants.

White, Reynolds & Schmidt, for respondent.

MITCHELL, J.

The defendant Cook, having a patent for an improved frog or “car-replacer,” had contracted to sell to defendant Jones a half interest in it for $75,000, with an understanding that Jones, who seems to have been engaged as a “promoter” of such enterprises, would procure others to purchase portions of his half interest, and then, when paid for, stock the whole thing by forming a corporation to which the patent should be conveyed, each party taking stock in proportion to his interest; Cook taking half of the stock for his remaining half of the patent. At Chicago, about the 30th of July, 1887, Jones having interested plaintiff in the scheme, the two entered into an agreement by which plaintiff was to purchase of Jones a fifth of his half interest, to be paid for in certain real estate in Duluth, of the estimated value of $15,000. There is a conflict in the evidence as to whether the details of this bargain were agreed on between plaintiff and Cook or between plaintiff and Jones. This is not perhaps very material, but, if it was, there is ample evidence to support the finding of the court that plaintiff made the agreement with Jones, although the deed was to run to Cook, and that, in consideration of it, plaintiff was to have a proportionate share of the stock of the corporation when organized and its stock issued. At Duluth, on August 1, 1887, plaintiff signed and acknowledged a deed of the property in question, but left the grantee's name blank, because he had forgotten Cook's name, and sent it by mail to Jones in Chicago. On receipt of the deed Jones immediately inserted the name of Cook as grantee, and delivered the deed to him and received credit therefor as so much paid on the $75,000 which he owed Cook. Cook placed the deed on record August 27th, and on December 24th following mortgaged the land to defendant George for $15,000, and on November 16, 1888, conveyed it to George in payment of the mortgage. Although subsequently a corporation was formally organized, yet no stock was ever issued, and plaintiff never received anything for his property; the whole scheme having failed and fallen through, either because Cook's patent was, as was claimed, an infringement, or because, as is conceded, Jones never paid the $75,000 to Cook. So far there is practically no substantial disagreement as to the material facts. In March, 1889, plaintiff brought this action, alleging, in addition to the foregoing facts, that when he sent the deed to Jones by mail he sent accompanying it a letter, authorizing Jones to insert Cook's name as grantee, but instructing him to hold the deed in escrow until the contemplated corporation was completed, and the stock issued and delivered; but that Jones, without authority and contrary to these instructions, delivered the deed; and that both Cook and George received their conveyances with full knowledge of these facts, and without paying any consideration therefor. The relief asked was that these deeds be declared void and canceled, and that George be required to reconvey to plaintiff, and for such other and further relief as might be just and equitable. Jones answered separately, putting in issue the allegation of the complaint that the deed was sent to him to be held in escrow, or for any other purpose than to be delivered to Cook on demand. Upon the trial the court found the facts against Jones substantially as alleged in the complaint, but found that George was an innocent purchaser for value, and for that reason, and because of plaintiff's neglect and delay, after knowledged of the fact, seasonably to disaffirm the act of Jones in delivering the deed, refused to grant plaintiff any relief as against George, but ordered a money judgment for $15,000 and interest against Jones.

The point is made that the court had no right, under the compliant in this action, to render a money judgment against Jones. But this was clearly authorized by Gen. St. 1878, c. 66, § 267. The only cause of action which plaintiff had against Jones, and the only judgment he could recover against him, was for damages for the wrongful delivery of the deed. He might have maintained such an action against him without attempting to recover the land from George; and having brought an action against all the parties, if he failed to recover back his land, because it had passed into the hands of an innocent purchaser, there was no reason why he might not recover his damages against Jones. The complaint stated every fact necesary to constitute such a cause of action, and the relief...